General Terms of Sale – AYALA S.A.

These General Terms of Sale supplement the regulation of commercial relations between Customers and AYALA S.A. set out in higher-ranking documents, i.e. the Commercial Agreement and its appendices.

DEFINITIONS

• CSD – Customer Service Department
• SELLER: AYALA S.A.
• BUYER: an entrepreneur who has concluded a Sales Agreement with the Seller or is conducting negotiations with the Seller with a view to concluding such an Agreement.
• SALES AGREEMENT: an agreement under which the Seller undertakes to transfer ownership of specified goods to the Buyer and to hand them over, and the Buyer undertakes to collect them and pay the price.
• GTS: General Terms of Sale (between entrepreneurs).

EXCHANGE OF INFORMATION

Please direct all correspondence, questions or comments regarding the processing of orders to the AYALA S.A. Customer Service Department:

SWITCHBOARD: +48 694 233 000

§ 1. GENERAL PROVISIONS

1. These GTS apply to all Sales Agreements and offers of sale in which AYALA S.A. acts as the Seller and another entrepreneur as the Buyer.
2. The GTS form an integral part of the Sales Agreement.
3. In the event of any inconsistency between individual provisions of the Sales Agreement and the GTS, the provisions of the Sales Agreement shall apply.
4. The adoption of provisions deviating from the GTS requires the consent of both parties expressed in writing, otherwise being null and void.

§ 2. PLACING ORDERS, OFFER, SCOPE OF DELIVERY

1. Announcements, advertisements, price lists and other information provided by the Seller, addressed to the public or to individual persons or entities, shall, in case of doubt, be deemed not an offer but an invitation to conclude an agreement.
2. A sales agreement is concluded on the basis of an order placed in writing with the Customer Service Department (of the Seller).
3. The agreement is deemed concluded when the Seller provides the Ordering Party with confirmation of the order placed with the Company.
4. Orders may be placed by e-mail or in person. Orders placed by telephone require written confirmation, otherwise being null and void.
5. The subject matter and scope of the agreement are determined on the basis of the Company's order confirmation referred to in para. 3.
6. All oral arrangements, in particular telephone orders, changes or additions to orders or cancellation of a delivery, require written confirmation by the Seller, otherwise being null and void. Changes to orders may also be made by e-mail.
7. AYALA S.A. sells its products, the standard range of which is listed in the current price list, on the basis of orders confirmed for processing by the CSD.
8. Orders must be placed in writing with the relevant CSD.
   1. Orders are accepted from Monday to Thursday from 8:00 to 16:00 and on Fridays from 8:00 to 15:00.
   2. Orders placed for the 48h range and paid after 10:00 are passed on for processing on the following day (Table No. 1).
9. Each order should contain the following information, which is required for it to be processed correctly:
   1. Order date and delivery address;
   2. Invoicing details with the current tax identification number (NIP);
   3. Full name and current telephone number of the person responsible for receiving the goods;
   4. Any information on non-standard delivery conditions, i.e. times, logistical restrictions, etc.;
   5. For CUSTOM furniture: the designation of the finishing material, furniture board, lacquer or stain, type of base, basin colour, etc.;
   6. For furniture from the 48H range: type of item, colour of the finishing material, type of base or basin colour.

Without the above information, the order cannot be processed.

10. Changes to an order or its cancellation may only be made by notification by e-mail.

1. A change to an order may require a change to the previously confirmed lead time;
2. Changes to / cancellation of an order for goods made to order must be approved by the CSD;
3. In the event of a change to / cancellation of an order already in progress, the Ordering Party bears the costs incurred by the Seller (materials used for production, manufacturing costs).

AYALA S.A. is not liable for errors made by the Ordering Party in orders. All additional costs arising as a result are borne by the Ordering Party.

11. AYALA S.A. reserves the right to refuse to process an order in the event of: the credit limit being exceeded, overdue receivables, failure to pay the deposit for the order within the specified time, or absence of the information described in § 2 point 9.

§ 3. PRICE, PAYMENT DEADLINE

1. The price of the Subject of the Agreement and its payment deadline are specified in the Sales Agreement or the Seller's offer or, if not specified there, in the VAT invoice.
2. VAT on goods and services at the rate applicable at the time of sale must be added to the prices stated in the Sales Agreement or offer. If the VAT rate changes after the Agreement has been concluded or the offer has been submitted by the Seller, the Buyer is obliged to pay the price reflecting the current VAT rate.
3. If no payment deadline has been specified, the price should be paid before the goods are released, within the time limit stated in the Seller's invoice.
4. The date of payment is the date on which the funds are credited to the Seller's account.
5. Payment is made on the basis of a VAT invoice or pro forma invoice issued by the Seller.

§ 4. DELIVERIES

1. AYALA S.A. arranges deliveries of the ordered goods on a date agreed with the Customer in each case after the order has been placed.
2. AYALA S.A. provides delivery, for a fee, to the wholesaler's premises or to a specified address within Poland.
3. AYALA S.A. does not provide a furniture carry-in service.
4. AYALA S.A. aims to make 100% of deliveries on the stated dates, unless circumstances beyond the control of AYALA S.A. occur, such as severe weather conditions, traffic disruption, etc.
5. In exceptional cases, such as force majeure, a breakdown of the production line or of other equipment necessary for the proper functioning of the plant, or where order volumes exceed the production or logistics capacity of AYALA S.A., the procedure and rules for processing orders will be agreed individually.
6. Deliveries organised by AYALA S.A. will only be made if the unloading point is accessible to the means of transport provided by AYALA S.A. The carrier has the right to refuse to drive to the unloading point if there is a risk of damage to the vehicle or of causing damage.
7. The Buyer may not refuse to accept the ordered goods or to unload them and is obliged to sign to confirm their receipt. Any reservations should be noted on the transport document and confirmed by the carrier's signature.
8. Where goods are delivered by courier and mechanical damage to the packaging, mechanical damage to the goods caused during transport or missing goods in the consignment or packaging is noticed, the Buyer should, in the presence of the courier, draw up a damage report (available from the transport service provider) signed by both parties. If it was not possible to draw up the damage report at the time the parcel was delivered, the courier should be called again to draw up the damage report, or the situation should be reported to the AYALA S.A. CSD immediately after delivery.
9. The Ordering Party covers the delivery costs in accordance with Table No. 1.

Table No. 1. AYALA S.A. delivery costs

* The stated time is for guidance only. AYALA S.A. does not provide a “guaranteed delivery time” service.

§ 5. LOGISTICS SERVICES

Collection in person

1. Products may be collected in person once the CSD has confirmed the availability of the goods.
2. Collection in person is possible at the Seller's premises at Julianowska 59A, 05-500 Piaseczno. The collection date is confirmed by the CSD.
3. Collections in person take place from Monday to Friday from 8:00 to 15:00.
4. Goods may be released to parties other than the ordering party/buyer upon presentation of an authorisation confirmed by the ordering party/buyer.

48h offer

1. For orders for goods from the 48h range, AYALA S.A. declares that the products will be available after 2 working days from the time the order is placed.
2. Orders for the 48h range placed after 10:00 are processed from the following day.
3. 48h products may be collected in person after 2 working days from the date the order is placed, during the opening hours of the AYALA S.A. warehouse.
4. AYALA S.A. makes every effort to ensure that the ordered products are delivered as quickly as possible.

§ 6. ADDITIONAL SERVICES

Table No. 2. AYALA S.A. additional services

* AYALA S.A. provides the reupholstery service only for furniture from its range. Furniture with moulded polyurethane foam cannot be reupholstered.

** Travel is calculated as a round trip, i.e. kilometres are counted between the technician's location and the customer's location, including the return journey.

§ 7. COMPLAINTS

1. The User shall submit a complaint in writing to AYALA S.A., from which the product was purchased, immediately after discovering a defect in the goods or missing items.
2. The Customer Service Department will promptly confirm to the Buyer that the complaint has been accepted for consideration and will then, within 14 days, notify the complainant of the outcome and of how the complaint has been resolved.
3. More detailed information on complaints is provided in the Complaints Procedure – Appendix No. 1 (available at: www.ayala.com.pl).
4. Detailed information on quality complaints is provided in the Warranty Terms – Appendix No. 2 (available at: www.ayala.com.pl).

Delivery complaints

1. Delivery complaints concern any irregularities relating to the delivery of goods, in particular: non-conformity with the confirmed order, the condition of the packaging, an incorrectly issued invoice, etc.
2. AYALA S.A. will investigate the cause of each complaint, making efforts to eliminate its source, and in case of doubt will act in the interest of the Ordering Party.
3. In accordance with § 2.8 and § 2.9, the Ordering Party is obliged to confirm receipt of the consignment and to check its condition carefully immediately upon receipt, in the presence of the courier. Any shortages of or damage to the goods must be recorded in a report and noted on the transport document on the date of delivery.
4. AYALA S.A. is not liable for lost or damaged products delivered to the Customer if the loss of or damage to the product is not reported to AYALA S.A. in writing, together with the Carrier's signature, on the day the delivery is received.
5. AYALA S.A. is not liable for losses resulting from damage during unloading, improper storage, improper transport at the Recipient's premises or other events that may adversely affect the delivered goods.

Quality complaints

1. Quality complaints concern any doubts relating to the quality parameters of the delivered products.
2. Detailed information on quality complaints is provided in the Warranty Terms – Appendix No. 2 (available at: www.ayala.com.pl).
3. Complaints must be submitted in writing or by e-mail, enclosing the proof of purchase (receipt, VAT invoice) and the warranty card, if one was issued.
4. The Customer Service Department will inform the Recipient of the procedure and method for handling the quality complaint. Complaints will be processed within 14 days of the date on which the complaint was submitted.
5. AYALA S.A. is not liable for defects or costs resulting from use of the product contrary to the specified conditions of use.
6. The costs of delivering the product subject to the complaint to the service centre are borne by the Complainant. AYALA S.A. does not accept cash-on-delivery consignments. In the case of large goods that are difficult to deliver to the service centre, AYALA S.A. determines on an individual basis how they may be delivered and repaired.
7. The Buyer is obliged to keep the packaging for the duration of the warranty period.
8. If the complaint proves unjustified, a service technician call-out fee will be charged. In addition, the customer will be charged the technician's travel costs and a fee for the expert assessment.

§ 8. RETURNS

1. The Buyer may not return furniture made to order.
2. The Buyer has the right to return goods purchased from the 48H range within 14 calendar days of the delivery date.
3. The costs of transporting the returned goods are borne by the Buyer.
4. Returned goods must be in an intact condition, showing no signs of use. AYALA S.A. reserves the right to refuse to accept returned goods if they show signs of use.
5. Returned goods must be in their original packaging. The absence of the original packaging may constitute grounds for refusing to accept the return.
6. The Buyer is obliged to inform their account manager of the return by e-mail, attaching the proof of purchase (receipt, VAT invoice) and photographic documentation of the condition of the returned goods.
7. The refund will be made within 14 calendar days of the date of return of the goods, after the product/goods have been returned to the warehouse and their condition has been assessed.

§ 9. FINAL PROVISIONS

1. The law applicable to these terms and to agreements between the parties is exclusively Polish law. In matters not governed by these terms, the provisions of the Civil Code shall apply accordingly.

2. All orders and confirmations are subject to and shall be interpreted in accordance with Polish law. The Buyer and the Seller will first endeavour to settle amicably any disputes arising from or in connection with orders.